John S. Marr, Jr.
TYLER TECHNOLOGIESAbout John S. Marr, Jr.
Executive Chair of the Board at Tyler Technologies since May 2018; Director since 2002; previously Chair & CEO (Jan 2017–May 2018), CEO (2004–2016), COO (2003–2004), and President of MUNIS (1994–2004) prior to Tyler’s 1999 acquisition of MUNIS. Age 65 as of the 2025 proxy. He chairs the Board’s Executive Committee and is not considered independent; the Board maintains a Lead Independent Director to mitigate dual‑role governance risks. Tyler’s 2024 performance included revenue of $2.138 billion (+9.5% YoY) and GAAP net income of $263.0 million (+58.5% YoY); since 2020, a $100 investment in TYL would be worth $192 at year‑end 2024, underscoring multi‑year TSR delivery.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tyler Technologies | Executive Chair of the Board | 2018–present | Provides executive oversight; chairs Executive Committee; facilitates communication between management and Board; non‑independent with Lead Independent Director structure. |
| Tyler Technologies | Chair & CEO | 2017–2018 | Oversaw transition of CEO role to H. Lynn Moore, Jr.; continued Board leadership. |
| Tyler Technologies | CEO | 2004–2016 | Led company through growth phase as CEO. |
| Tyler Technologies | COO | 2003–2004 | Operational leadership prior to CEO appointment. |
| MUNIS, Inc. (acquired by Tyler in 1999) | President | 1994–2004 | Led MUNIS pre‑ and post‑acquisition, core to Tyler’s public sector software platform. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mercy Hospital (Portland, ME) | Director (former) | n/d | Cited outside board experience. |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 300,000 | 300,000 | 300,000 |
| Target Bonus % | n/a (Exec Chair) | n/a (Exec Chair) | n/a (Exec Chair) |
| Actual Annual Bonus Paid ($) | — | — | — |
Notes:
- Compensation Committee maintained Marr’s salary at $300,000 for 2024.
- As Executive Chair, Marr does not participate in the annual incentive program.
Performance Compensation
Equity Mix and Awards (reported compensation)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (RSUs/PSUs grant-date fair value) | — | 899,482 | 899,436 |
| Option Awards (grant-date fair value) | 817,425 | — | — |
- Program design: ~80% performance-based equity and 5–10% time‑vested equity at risk for NEOs; no material perquisites or deferred comp; no option repricing.
- 2024 long‑term incentive grant: 2,040 PSUs (split evenly between 3‑year cumulative adjusted recurring revenue growth and 2026 net adjusted operating margin); no RSUs to Marr in 2024. These PSUs cliff‑vest in 2027 based on performance.
- 2025 long‑term PSU target value: $900,000; metrics remain 3‑year adjusted cumulative recurring revenue growth (50%) and 3‑year net non‑GAAP operating margin growth (50%); merchant fees excluded from performance goal calculations.
2024/2025 Performance Frameworks (PSUs)
| Metric | Weight | Targeting/Scale | Vest Timing |
|---|---|---|---|
| 3‑Year Cumulative Adjusted Recurring Revenue Growth (2024 grant) | 50% | 0% <22.5%; 50% at 22.5–27.72%; 80% at 27.73–33.09%; 100% at 33.10–40.49%; 120% at 40.50–48.14%; 150% at ≥48.15% | March 2027 (cliff) |
| 2026 Net Adjusted Operating Margin (for PSU tranche) | 50% | 0% <26.0%; 50% at 26.0–26.49%; 80% at 26.5–26.99%; 100% at 27.0–27.99%; 120% at 28.0–28.49%; 150% at ≥28.5% | March 2027 (cliff) |
| 2025 PSUs: 3‑yr adjusted cumulative recurring revenue growth & 3‑yr net non‑GAAP operating margin | 50%/50% | Merchant fees excluded from adjusted revenue goals to normalize for client “gross vs net” payments model | Cliff after 3 years |
2021 PSU plan vested at 150% of target based on 3‑year cumulative recurring revenue growth, but Marr did not receive a 2021 PSU grant.
Option Exercises and Vesting Activity (2024)
| Item | 2024 Quantity | 2024 Value |
|---|---|---|
| Options Exercised (Shares) | 100,833 | $32,457,355 (value realized) |
| Stock Awards Vested (Shares) | — | — |
Implications:
- Significant 2024 option monetization signals potential supply overhang but also reflects long‑dated awards and share price appreciation; no 10b5‑1 plan in place for Marr as of Mar 27, 2025.
Equity Ownership & Alignment
| Category (as of Mar 14, 2025) | Shares/Units |
|---|---|
| Direct | 6,983 |
| Options Exercisable within 60 Days | 51,000 |
| Stock Awards Vested within 60 Days | — |
| Other (indirect) | 16,888 (trusts/partnerships; see footnote) |
| Total Beneficial Ownership | 74,871; less than 1% of shares outstanding (43,106,557) |
- Footnote details: Indirect includes shares in descendant’s trust (5,650), revocable trust established by spouse (5,238), and partnership (6,000); Marr disclaims beneficial ownership except to extent of pecuniary interest. No pledges disclosed for Marr.
- Stock ownership guidelines: Executive Chair/CEO/President must hold stock equal to 6x base salary; compliance evaluated annually; all covered persons in compliance or making meaningful progress as of 12/31/24.
- Anti‑hedging/pledging policy prohibits hedging for covered persons and prohibits pledging up to the guideline level; discourages any pledging or margin use beyond that.
Employment Terms
- Contract structure: One‑year agreements that auto‑renew annually unless either party gives at least 3 months’ non‑renewal notice; renewed in May 2024 and expected to renew in May 2025.
- Severance economics: Upon termination without cause or for “good reason,” severance equals then‑current base salary plus target bonus, plus 12 months of medical benefits; double‑trigger applies for change‑in‑control (CoC). Unvested equity accelerates upon termination without cause, disability, CoC, or death.
Potential Payments (Had termination occurred on Dec 31, 2024)
| Scenario | Lump Sum Severance + Non‑Compete ($) | Health Care ($) | Accelerated Options ($) | Accelerated RSUs ($) |
|---|---|---|---|---|
| Termination Without Cause | 300,000 | 22,230 | 179,718 | 997,703 |
| Upon Change in Control (double‑trigger) | 300,000 | 22,230 | 179,718 | 997,703 |
Notes:
- Contract language references base + target bonus; Marr does not receive an annual incentive as Executive Chair, and the CoC/No‑Cause tables reflect a $300,000 lump sum, effectively ~1x base salary.
- Clawbacks: Legacy Executive Compensation Recovery Policy (2010) for fraud/misconduct and 2023 Incentive Compensation Recovery Policy for restatements; equity plan awards subject to clawback/forfeiture.
Board Governance (Service history, committees, independence)
- Director since 2002; Executive Chair since 2018; Chair of the Executive Committee; not independent (employment agreement in place).
- Lead Independent Director: Glenn A. Carter, with standard LID authorities (presides over executive sessions, liaison, can call meetings, approves schedules, etc.).
- 2024 Board activity: Four Board meetings; all directors met ≥75% attendance; Board size 8 with 5 independent directors; Audit, Compensation, and Nominating & Governance Committees comprised entirely of independent directors.
- Executive sessions of independent directors occur at least twice annually.
Performance & Track Record Context
| Company Performance Indicators | 2024 Outcome |
|---|---|
| Revenue | $2.138B (+9.5% YoY) |
| Recurring Revenue | $1.806B (+11.1% YoY; 84.5% of total) |
| GAAP Net Income | $263.0M (+58.5% YoY) |
| Cash from Operations | $624.6M; cash & investments $788.7M; total debt $600.0M (end‑2024) |
| TSR (value of $100 since 12/31/2020) | $192 at YE 2024; peer group $241 |
Compensation Structure Analysis
- Strong at‑risk mix: Committee targets ~80% performance equity, 5–10% time‑vested equity; since 2023, NEO comp excludes stock option grants (legacy options still outstanding).
- Metrics calibration: LTI uses multi‑year recurring revenue growth and net non‑GAAP operating margin with tiered payout (0–150%); 2025 goals exclude merchant fees to normalize payments model.
- Market positioning: Total target compensation set at or below median of peer group and Radford survey, with upside for outperformance. 2024 peer group includes 13 enterprise software peers (e.g., ACIW, ANSS, JKHY, PTC, FICO, VEEV).
- Governance guardrails: No excise tax gross‑ups; no option repricing; robust clawbacks; anti‑hedging/pledging; annual say‑on‑pay and shareholder engagement.
Risk Indicators & Red Flags
- Insider selling pressure: Marr realized ~$32.46M from exercising 100,833 options in 2024; monitor future exercises/sales given remaining exercisable options and scheduled expirations.
- Pledging/hedging: Policy prohibits hedging and discourages pledging/margin use (prohibited up to guideline level); no pledges disclosed for Marr.
- Section 16(a) compliance: One late filing reported for a charitable gift by a trust established by Marr’s spouse (reported Feb 12, 2025).
Equity Awards Outstanding (Selected detail at 12/31/2024)
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 12/1/2022 | 2,500 | 1,250 | 352 | 12/1/2032 |
| 6/1/2022 | 2,500 | 1,250 | 346 | 6/1/2032 |
| 12/1/2021 | 3,750 | — | 502 | 12/1/2031 |
| 6/1/2021 | 3,750 | — | 402 | 6/1/2031 |
| 12/1/2020 | 3,750 | — | 432 | 12/1/2030 |
| 6/1/2020 | 3,750 | — | 376 | 6/1/2030 |
| 12/1/2019 | 6,875 | — | 290 | 12/1/2029 |
| 6/1/2019 | 6,875 | — | 213 | 6/1/2029 |
| 6/1/2018 | 11,250 | — | 232 | 6/1/2028 |
| 2/26/2018 | 6,000 | — | 206 | 2/26/2028 |
| PSUs (Unearned) 3/1/2024 | — | — | — | 2,040 units (performance-based) |
| PSUs (Unearned) 3/1/2023 | — | — | — | 2,810 units (performance-based) |
Employment & Contracts Snapshot
| Term | Structure | Severance | CoC | Equity & Benefits |
|---|---|---|---|---|
| 1‑Year auto‑renew (renewed May 2024; expected May 2025) | One‑year terms with auto‑renewal unless 3‑month notice | Base salary + target bonus; 12 months medical | Double‑trigger within 12 months of CoC | Full acceleration for unvested options/RSUs upon no‑cause termination, disability, CoC, or death |
Board Governance (Committee roles, attendance, independence)
| Item | Detail |
|---|---|
| Committee roles | Executive Committee Chair (Marr); other committees (Audit, Compensation, N&G) fully independent. |
| Independence | Marr is not independent due to employment; Board uses Lead Independent Director structure (Glenn A. Carter). |
| Attendance | Board met 4 times in 2024; all directors met ≥75% attendance. |
| Board composition | 8 directors; 5 independent; all directors elected annually. |
Say‑on‑Pay, Clawbacks, and Policies
- Annual say‑on‑pay since 2017 and ongoing shareholder engagement.
- Insider trading policy with extended blackout for senior insiders; as of Mar 27, 2025, no Rule 10b5‑1 plan for Marr.
- Executive Compensation Recovery Policy (2010) and Incentive Compensation Recovery Policy (effective Nov 20, 2023) cover fraud/misconduct and restatements; equity plan contains clawback/forfeiture.
Investment Implications
- Alignment: Marr’s cash compensation is modest ($300k base; no annual bonus), with pay tilted to multi‑year PSUs linked to recurring revenue growth and operating margin—supportive of long‑term value creation and discipline on margin expansion.
- Supply/overhang watch: 2024 option exercise and monetization (~$32.46M) plus significant remaining exercisable options suggest monitoring insider selling cadence; however, option grants have ceased for NEOs since 2023, reducing future option overhang.
- Retention risk: One‑year auto‑renewal provides flexibility; severance effectively ~1x salary for Marr (given no target bonus), with full equity acceleration—adequate retention economics without excessive CoC multiples.
- Governance mitigants: Non‑independence as Executive Chair is offset by an empowered Lead Independent Director and independent committees; anti‑hedging/pledging and robust clawbacks reduce misalignment risks.
- Performance linkage: Company delivered durable growth in 2024 with rising recurring revenue mix and strong cash generation; PSU metrics directly target these drivers, aligning incentives with the cloud/SaaS transition and operating leverage trajectory.